RESTRICTED STOCK AWARD AND RETENTION AGREEMENT under the FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Exhibit 10(b)

RESTRICTED STOCK AWARD AND RETENTION AGREEMENT

under the

FPL GROUP, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

This Restricted Stock Award and Retention Agreement ("Agreement"), between FPL Group, Inc. (hereinafter called the "Company") and K. Michael Davis (hereinafter called the "Participant") is dated and effective August 28, 2008.

1.     Grant of Restricted Stock Award - The Company hereby grants to the Participant 4,906 shares of the Company's common stock, par value $.01 per share ("Common Stock"), which shares (the "Awarded Shares") shall be subject to the restrictions set forth in Sections 2 and 3, below, as well as all other terms and conditions set forth in this Agreement and in the Company's Amended and Restated Long Term Incentive Plan, as amended from time to time (the "Plan").

2.     Vesting - Restrictions and Limitations - Subject to the limitations and other terms and conditions set forth in this Agreement and in the Plan, the Awarded Shares shall vest, the Company shall remove all restrictions from such Awarded Shares and the Participant shall obtain unrestricted ownership of the Awarded Shares on December 31, 2009 (the "Vesting Date"):

The period between the date of grant of the Awarded Shares and the Vesting Date or earlier date on which the Awarded Shares may vest in accordance herewith shall be hereinafter referred to as the "Restriction Period."

3.     Terms and Conditions - The Awarded Shares shall be registered in the name of the Participant effective on the date of grant. The Company will issue the Awarded Shares either (i) in certificated form, subject to a restrictive legend substantially in the form attached hereto as Exhibit "A" and stop transfer instructions to its transfer agent, and will provide for retention of custody of the Awarded Shares prior to vesting and/or (ii) in non-certificated form, subject to restrictions and instructions of like effect. Prior to vesting (and if the Awarded Shares have not theretofore been forfeited in accordance herewith), the Participant shall have the right to enjoy all shareholder rights (including without limitation the right to receive cash dividends and to vote the Awarded Shares at all meetings of the shareholders of the Company at which holders of Common Stock have the right to vote), with the following exceptions:

(a)    The Participant shall not be entitled to delivery of unrestricted shares until the end of the Restriction Period.

(b)    The Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the Awarded Shares prior to the end of the Restriction Period.

4.     Vesting Conditions - Except as otherwise set forth herein or in the Plan, in order for the Awarded Shares to vest the Participant must (i) remain in the continuous employment of the Company as Controller & Chief Accounting Officer and as Vice President Accounting & Chief Accounting Officer of Florida Power & Light Company ("FPL") (or with such other title or duties as the Company's Chief Executive Officer or Chief Financial Officer shall approve in writing) from the effective date of this Agreement through the Vesting Date and (ii) remain in compliance with, and not breach, the terms and conditions (including without limitation the Protective Covenants) set forth in this Agreement. A breach by the Participant of the terms and conditions set forth in this Agreement shall result in the immediate forfeiture of all then unvested Awarded Shares. Except as otherwise set forth in the Plan as in effect on the date hereof in connection with a Change of Control (as defined in the Plan), in the event that the Participant's employment with the Company (or a subsidiary, affiliate or successor of the Company) terminates for any reason prior to the Vesting Date, his or her rights hereunder will be determined as follows:

(a)    Except as otherwise set forth in section 4(c), below, if the Participant's termination of employment prior to the Vesting Date is due to resignation, discharge for Cause (as hereinafter defined), or retirement, all rights to Awarded Shares (including without limitation rights to dividends not theretofore paid) under this Agreement shall be immediately forfeited, and

(b)    If the Participant's termination of employment is due to:

                                                                                 i.             total and permanent disability (as defined under the Company's executive long-term disability plan in effect at the time of disability),

                                                                               ii.             death, or

                                                                              iii.             discharge without Cause

the Awarded Shares shall vest on the date of termination of employment, in accordance with the following schedule:

(c)    If the Participant's termination of employment occurs prior to the Vesting Date but after a Change of Control, then the Awarded Shares shall vest as set forth in Section 9.01(ii) of the Plan as in effect on the date hereof.

(d)    If the Participant's employment is terminated prior to vesting of the Awarded Shares for any reason other than as set forth in sections 4(a), (b) and (c) above, or if an ambiguity exists as to the interpretation of those sections, the Compensation Committee of the Company's Board of Directors (the "Committee") shall determine whether the Participant's then-unvested Awarded Shares shall be forfeited or whether the Participant shall be entitled to vesting (pro rata or otherwise) as set forth above, and any Awarded Shares which may vest shall do so on the date of termination of employment.

For purposes of this Agreement, "Cause" shall mean a material and willful failure by the Participant to meet his obligations as Controller & Chief Accounting Officer and as Vice President Accounting & Chief Accounting Officer of FPL (or such other obligations or duties as the Company's Chief Executive Officer or Chief Financial Officer shall reasonably assign to him, which shall be reasonably similar to the Participant's duties on the date hereof or shall be reasonably related to the transition of such duties to the Participant's successor). Cause shall also mean the Participant's conviction of, or plea of guilty or nolo contendere to, a felony involving (i) an act of dishonesty against the Company, (ii) an act of moral turpitude, or (iii) an act that causes, or could reasonably be expected to cause, material harm to the Company's financial status or reputation.

5.     Income Taxes - The Participant shall notify the Company immediately of any election made with respect to this Agreement under Section 83(b) of the Internal Revenue Code of 1986, as amended. Upon vesting and delivery of Awarded Shares to the Participant, the Company shall have the right to withhold from any such distribution, in order to meet the Company's tax withholding obligations, shares of Common Stock with a Fair Market Value (as defined in the Plan) equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.

6.     Nonassignability - The Participant's rights and interest in the Awarded Shares may not be assigned, pledged, or transferred prior to vesting except, in the event of death, to a designated beneficiary or by will or by the laws of descent and distribution. This Agreement and all of Participant's rights, duties and obligations hereunder are personal in nature and may not be assigned, delegated or otherwise disposed of by the Participant.

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